AGREEMENT OF AMENDMENT

Exhibit 10.60

AGREEMENT OF AMENDMENT

Dated as of December 29, 2006

Reference is made to that certain Purchase and Sale Agreement dated as of December 21, 2000 (as from time to time amended prior to the date hereof, the “Purchase Agreement”) among Federated Investors Management Company (the “Transferor”), Federated Securities Corp. (the “Distributor”), Federated Funding 1997-1, Inc. (the “Seller”), Federated Investors, Inc. (the “Parent”), Citibank, N.A., as Purchaser, and Citicorp North America, Inc., as Program Agent. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

The parties hereto agree that, effective as of the Amendment Effective Date, the definition of the term “Termination Date” set forth in Appendix A to the Purchase Agreement is hereby amended by replacing the date “December 31, 2006” set forth therein with the date “February 28, 2007”.

As used herein, the term “Amendment Effective Date” means the later to occur of the day on which the Program Agent shall have executed and delivered one or more counterparts of this Agreement of Amendment and shall have received one or more counterparts of this Agreement of Amendment executed by each of the other parties hereto.

Each of the Seller, the Distributor, the Transferor and the Parent represents and warrants that (i) this Agreement of Amendment has been duly authorized, executed and delivered by it and each of its obligations hereunder constitute its legal, valid and binding obligation enforceable against it in accordance with its terms, and (ii) immediately after giving effect to this Agreement of Amendment and the transactions contemplated hereunder, its representations and warranties set forth in the Program Documents will be true and correct and no Event of Termination has occurred, or will result therefrom.

This Agreement of Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written.

CITICORP NORTH AMERICA, INC.,						CITIBANK, N.A.,
as Program Agent						as Purchaser
By:		/s/ Xxxx X. Xxxx				By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx				Name:		Xxxx X. Xxxx
Title:		Vice President				Title:		Vice President
FEDERATED INVESTORS MANAGEMENT, COMPANY						FEDERATED SECURITIES CORP.,
as Transferor						as Distributor, Principal Shareholder Servicer and Servicer
By:		/s/ Xxxxxx XxXxxxx III				By:		/s/ Xxxxx XxXxxxx III
Name:		Xxxxx XxXxxxx III				Name:		Xxxxx XxXxxxx III
Title:		Sr. Vice President				Title:		Treasurer
FEDERATED FUNDING 1997-1, INC.,						FEDERATED INVESTORS, INC.,
as Seller						as Parent
By:		/s/ Xxxxx XxXxxxx III				By:		/s/ Xxxxx XxXxxxx III
Name:		Xxxxx XxXxxxx III				Name:		Xxxxx XxXxxxx III
Title:		Vice President				Title:		Vice President